Independent
Tenure on this board
24.4 yrs
2 nominees · 3 ballot items.
Elect two Class III directors (Gerald E. Cunningham and Lisa Ann Nievaard); approve an amendment and restatement of the FinWise Bancorp 2019 Stock Plan to increase available shares by 750,000; and ratify Baker Tilly US, LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect Gerald E. Cunningham and Lisa Ann Nievaard as Class III directors to serve three-year terms expiring in 2029 (two directors to be elected).
Approve an amendment and restatement of the 2019 Stock Plan to increase the maximum number of shares available for issuance by 750,000 (from 1,780,000 to 2,530,000 shares).
This management proposal asks shareholders to approve an amendment and restatement of the company’s 2019 Stock Plan to increase the pool of shares available for equity awards by 750,000 shares, raising the plan cap from 1,780,000 to 2,530,000. Management seeks this authorization because the company had only 40,712 shares remaining under the plan as of April 21, 2026 and expects that available shares would be depleted during 2026 given current and projected award activity, which would constrain its ability to grant incentive equity to employees, officers, directors and consultants. The plan is presented as a tool to attract and retain talent and to align recipients’ interests with long-term shareholder value through equity ownership; the Board states the requested increase is intended to maintain competitiveness for near‑term hiring and retention. The proposal raises routine governance considerations for shareholders: potential dilution from an enlarged share reserve and the company’s historical “burn rate” and equity award practices (including vesting tied to bank return on average assets and other performance conditions). Management has previously increased the plan (500,000 shares in 2024) and notes the plan’s administration by the Compensation Committee and standard anti‑repricing and amendment protections for outstanding awards. The Board recommends FOR due to strategic growth and anticipated equity needs; shareholders should weigh this recommendation against dilution impact and the transparency of award practices, including how many shares are reserved for senior executives versus broad-based employees. The proposal requires a majority of votes cast for approval and is a typical equity-plan refresh frequently submitted for shareholder approval; investors will normally evaluate shares requested relative to outstanding shares, total potential overhang, and peer practices. Given the company’s argument that current availability is insufficient and the Board’s governance statements about award terms and performance-based vesting, a FOR vote aligns with management’s view that the increase supports retention and incentivization, but investors focused on dilution may seek additional disclosure or limits (e.g., single‑trigger acceleration, heightened vesting conditions, or clearer grant policies).
Ratify the Audit Committee’s appointment of Baker Tilly US, LLP (formerly Moss Adams LLP) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ALLIANCEBERNSTEIN L.P. | 5.8% | 799,876 | $14M |
| 2 | WASATCH ADVISORS LP | 4.4% | 602,116 | $10M |
| 3 | US BANCORP \DE\ | 3.4% | 469,048 | $7M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.9% | 390,853 | $6M |
| 5 | BlackRock, Inc. | 2.2% | 295,962 | $5M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.2% | 168,289 | $3M |
| 7 | BlackRock, Inc. | 0.8% | 112,826 | $2M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 0.7% | 90,556 | $1M |
| 9 | STATE STREET CORP | 0.6% | 87,808 | $1M |
| 10 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.6% | 83,889 | $1M |
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